It is well-established that modifiable, lifestyle-related behaviors including smoking, alcohol, diet, and physical activity greatly contribute to the risk of most common physical health conditions. The recent, almost epidemic increase in the prevalence of diseases associated with these health behaviors, especially hypertension, type 2 diabetes, cardiovascular disease (CVD), and growing disparities in the burden of these conditions across racial and ethnic groups, highlights the urgency of developing effective prevention strategies - however, few intervention studies have produced long-term changes in lifestyle and behaviors. Addressing an omission in existing behavioral intervention models, we propose that what is needed is an examination of behavioral change in the context of the interrelationships among health behaviors, sources of and coping responses to chronic stress, and their influence on physical and mental health. This proposal is motivated by a robust literature that indicates blacks in the US are more likely to engage in poor health behaviors (i.e., tobacco smoking, diets high in fat and carbohydrates, excessive alcohol use) and, expectedly, experience disproportionate burdens of common physical health conditions associated with these behaviors, including CVD and diabetes, relative to non-Hispanic whites - paradoxically, however, population-based and clinic studies have consistently found that blacks, in comparison to whites, have the same or lower rates of most mental disorders, even while experiencing higher rates of psychological distress. We theorize that a defined set of health-related stress-coping strategies (i.e., tobacco smoking, diets high in fat and carbohydrates, excessive alcohol use, etc) have a two-pronged effect that helps to account for this counterintuitive patterning. First, we suggest that these behaviors act on the hypothalamic-pituitary-adrenal (HPA) axis and related stress- hormonal systems which influences the subjective experience and development of stress-associated psychiatric disorder. Second, we believe that the effects of these poor behaviors on pathophysiology, combined with direct effects of stressful living conditions over the life-course, contribute to disproportionate burden of chronic physical health problems among blacks. Succinctly, we propose that blacks and other individuals from highly stressed populations buy their relative, comparatively positive rates of mental disorders at the expense of their deteriorating physical health. Therefore, this framework suggests that adherence to traditional preventative care, specifically involving changes in behavioral lifestyle, can lead to a perverse result: improvements in physical health but worsening of mental health. We will extend this line of research and assess the effect of traditional preventative care among three categories of type 2 diabetes patients: 1) pre- or borderline; 2) early onset; and, 3) poorly-controlled. In the proposed accelerated longitudinal design we will examine the inter-relationships among stress, health behaviors, and physical and mental health at three distinct points of diabetes progression.